DUBLIN, April 2, 2015 /PRNewswire/ -- Trinity Biotech plc
(Nasdaq: TRIB), a leading developer and manufacturer of diagnostic
products for the point-of-care and clinical laboratory markets,
announced today that Trinity Biotech Investment Limited, its
wholly-owned subsidiary (the "Issuer"), priced its offering of
$100 million aggregate principal
amount of Exchangeable Senior Notes due 2045 in a private offering
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). The
Issuer has also granted the initial purchasers of the notes a
30-day option to purchase up to an additional $15 million aggregate principal amount of the
notes. The notes will mature on April 1,
2045, unless earlier purchased, redeemed or exchanged. The
sale of the notes is expected to close on April 9, 2015, subject to customary closing
conditions.
The Issuer expects that the net proceeds from this offering will
be approximately $96.4 million (or
approximately $110.9 million if the
initial purchasers exercise their option to purchase additional
notes in full) after deducting underwriting discounts and estimated
offering expenses of the offering. Trinity Biotech plc (the
"Company") currently expects to use the net proceeds from the
offering for potential future acquisitions and for general
corporate purposes, which may include continued product development
and commercialization.
The notes will be senior unsecured obligations of the Issuer and
will accrue interest at an annual rate of 4.00% from the date on
which the notes are originally issued, payable semi-annually in
arrears on April 1 and October 1 of each year, beginning on October 1, 2015. The Issuer's obligations under
the notes will be fully and unconditionally guaranteed on a senior
unsecured basis by the Company. The notes will be exchangeable, at
the applicable exchange rate, at any time prior to the close of
business on the second business day immediately preceding the
maturity date for, and the Issuer will settle exchanges of the
notes by delivering, American depositary shares ("ADSs") of the
Company (each representing, as of the date hereof, four "A"
ordinary shares of the Company), unless the notes have been earlier
purchased, redeemed or exchanged.
The Issuer may not redeem the notes prior to April 1, 2020. On or after April 1, 2020, until, but excluding, April 1, 2022, the Issuer may from time to time
redeem for cash all or part of the notes, but only if the last
reported sale price per ADS for at least 20 trading days (whether
or not consecutive) during the period of 30 consecutive trading
days ending on the trading day immediately preceding the date on
which the Issuer provides the notice of redemption exceeds 130% of
the applicable exchange price for the notes on each applicable
trading day. On or after April 1,
2022, the Issuer may from time to time redeem for cash all
or part of the notes, regardless of the last reported sale price
per ADS. The redemption price will equal 100% of the principal
amount of the notes being redeemed, plus accrued and unpaid
interest to, but excluding, the redemption date, plus, for all
notes redeemed prior to April 1,
2022, a "make-whole premium" payment payable in cash, ADSs
or a combination of cash and ADSs, at the Issuer's option, equal to
the sum of the remaining scheduled payments of interest on the
notes to be redeemed through April 1,
2022 (without duplication of the interest accrued to, but
excluding, the redemption date). If the Issuer elects to pay some
or all of the make-whole premium in ADSs, then the number of ADSs a
holder will receive will be that number of ADSs that have a value
equal to the amount of the make-whole premium payment to be paid to
such holder in ADSs, divided by the product of (i) the average of
the last reported sale price per ADS for the five trading days
immediately preceding and including the third day prior to the
redemption date and (ii) 0.97.
Holders may require the Issuer to repurchase the notes on
April 1, 2022, April 1, 2025, April 1,
2030, April 1, 2035 or
April 1, 2040 at a price equal to
100% of the principal amount of the notes being repurchased, plus
accrued and unpaid interest up to, but excluding, the repurchase
date. The Issuer will pay cash for all notes so repurchased.
The exchange rate will initially equal 45.1488 ADSs of the
Company per $1,000 principal amount
of notes, equivalent to an initial exchange price of approximately
$22.15 per ADS, which is a 15%
premium to the last reported sale price per ADS on April 1, 2015. The exchange rate will be subject
to adjustment upon the occurrence of certain events, but will not
be adjusted for any accrued and unpaid interest. In addition,
following the occurrence of certain corporate events that occur
prior to the maturity date, the Issuer will, in certain
circumstances, increase the exchange rate for a holder who elects
to exchange its notes in connection with such a corporate
event.
Neither the notes nor the ADSs issuable upon exchange of the
notes have been or are expected to be registered under the
Securities Act or under any state securities laws and, unless so
registered, may not be offered or sold in the United States or to U.S. persons except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall it constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale is
unlawful.
About Trinity Biotech plc
Trinity Biotech develops, acquires, manufactures and markets
diagnostic systems, including both reagents and instrumentation,
for the point-of-care and clinical laboratory segments of the
diagnostic market. The products are used to detect infectious
diseases and to quantify the level of Haemoglobin A1c and other
chemistry parameters in serum, plasma and whole blood. Trinity
Biotech sells direct in the United
States, Germany,
France and the U.K. and through a
network of international distributors and strategic partners in
over 75 countries worldwide.
Forward-Looking Statements
This press release includes forward-looking statements regarding
Trinity Biotech's financing plans, including statements related to
the offering of the notes, the terms of the notes and the intended
use of net proceeds of the offering. Such statements are subject to
certain risks and uncertainties including, without limitation,
risks related to whether the Company and the Issuer will consummate
the offering of the notes on the expected terms, or at all, market
and other general economic conditions, whether the Company and the
Issuer will be able to satisfy the conditions required to
close any sale of the notes, and the fact that the Company's
management will have broad discretion in the use of the proceeds
from any sale of the notes. Trinity Biotech's forward-looking
statements also involve assumptions that, if they never materialize
or prove correct, could cause its results to differ materially from
those expressed or implied by such forward-looking statements.
Although Trinity Biotech's forward-looking statements reflect the
good faith judgment of its management, these statements are based
only on facts and factors currently known by Trinity Biotech. As a
result, you are cautioned not to rely on these forward-looking
statements. These and other risks concerning Trinity Biotech are
described in additional detail in Trinity Biotech plc's annual
report on Form 20-F for the year ended December 31, 2014, which is on file with the
Securities and Exchange Commission.
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SOURCE Trinity Biotech plc